Carson Offer Raised

Baytree Investors Inc., which is controlled by the same investors running Wieboldt Stores Inc., has raised its offer for Carson Pirie Scott & Co. to $470 million, including $300 million in cash.

The offer, which Baytree valued at $47 a share, includes $30 in cash, $10 principal amount of senior subordinated debentures in an unnamed ``newly formed company`` and one $7 share of County Seat stores, a Carsons subsidiary. In exchange, Baytree wants ``all the common stock . . . and the so-called poison pill rights.``

Carsons issued the ``poison pill`` rights April 9, which allow shareholders to buy preferred stock valued at $160 a share for $80 a share in a takeover. The rights were issued to prevent ``bootstrap, bust-up``

takeovers, said Carson Chairman Peter S. Willmott.

Baytree originally offered $350 million, or $35 a share, for Carsons and later raised the bid to $360 million, or $36 a share. The $360 million offer expired April 9.

In a statement, Carsons said its board of directors ``in due course``

would review the offer, which came in a letter to Willmott. However, Baytree, which is headed by Wieboldts Chairman Gilbert K. Granet, said its offer would be reduced by $10 a share if the Carsons board doesn`t approve the deal in seven days.

As part of the deal, Baytree said it would cause Carsons to buy Wieboldt Stores Inc. for an unspecified amount and operate it as a subsidiary.

In a separate development, Wieboldts director Robert A. Podesta, who also had served on the pretakeover board, reportedly resigned the post. Podesta, the last member of Wieboldts` previous management, had told The Tribune two weeks ago that he ``didn`t really know who`s on the board`` or what the company`s plans were.

Analyst John Landschulz of Mesirow & Co. called the latest offer ``pretty imaginative,`` but pointed out that the 12 percent debentures were no more than ``junk bonds`` with no real value.

``This is pretty good entertainment,`` he said, although he said the offer may indicate that Baytree has found a buyer for Dobbs Houses and can finance the deal.

In the latest offer, Baytree said again that it will sell Dobbs Houses Inc., a Carsons subsidiary operating restaurants, airline catering and airport concessions, but added it also will sell Carsons` newly acquired County Seat specialty stores unit.

In essence, what the latest offer does is give Carsons shareholders $7 a share for the common stock of County Seat, a company they already own. Presumably, when County Seat is sold by Baytree, Carson`s shareholders would own some part of the company.

As part of the deal, Baytree said it would retain Carsons current management under five-year contracts, but would cancel Willmott`s contract and give him severance payments totaling $2 million.

Christopher A. Jansen, an investor in Baytree and Wieboldts` ``director of corporate finance,`` was involved in a previous takeover attempt at Wieboldts in 1982. In that case, the Securities and Exchange Commission charged him with stock fraud for offering to drop the takeover bid--which involved numerous suits in federal, state and county courts, later dismissed as ``without merit``--in return for a $500,000 payment.

In May, 1983, without admitting or denying guilt, Jansen consented to a permanent SEC injunction against securities law violations.